PRICING AGREEMENT

Exhibit 1.4

PRICING AGREEMENT

March 2, 2011

Xxxxxxx, Xxxxx & Co.
Citigroup Global Markets Inc.
As Representatives of the several Underwriters
named in Schedule I hereto

c/o Goldman, Sachs & Co.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

Citigroup Global Markets Inc.
000 Xxxxxxxxx Xxxxxx,
Xxx Xxxx, Xxx Xxxx 00000

Ladies and Gentlemen:

     ALICO Holdings LLC, a Delaware limited liability company (the “Selling Securityholder”), proposes, subject to the terms and conditions stated herein (this “Agreement”) and in the Underwriting Agreement, dated March 2, 2011 (the “Underwriting Agreement”), among MetLife, Inc., a Delaware corporation (the “Company”), American International Group, Inc., a Delaware corporation (“AIG”), the Selling Securityholder and the Underwriters named in Schedule I hereto (the “Underwriters”), to sell to the Underwriters the total number of the Company’s common equity units specified in Schedule I hereto (the “Securities”) at the purchase price per share specified in Schedule II hereto.

     Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Agreement, the Applicable Time and the Closing Date. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Securities shall be considered Securities under the Underwriting Agreement. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Securities pursuant to the Underwriting Agreement and the address of the Representatives are set forth at the end of Schedule II hereto.

     Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Selling Securityholder agrees to sell and

deliver to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Selling Securityholder, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the number of Securities set forth opposite the name of such Underwriter in Schedule I hereto. The date of the issuance, sale and delivery of the Securities is the “Closing Date” set forth on Schedule II hereto and such date shall be considered a Closing Date under the Underwriting Agreement.

     If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters, the Company, AIG and the Selling Securityholder. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company, AIG and the Selling Securityholder for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof.

[Signature pages follow]

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	Very truly yours, METLIFE, INC.
	By:	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	Senior Vice President and Treasurer

[Signature Page to Equity Units Pricing Agreement]

	AMERICAN INTERNATIONAL GROUP, INC.
	By:	/s/ Xxxxx X. Xxxxxxxxx
		Name:	Xxxxx X. Xxxxxxxxx
		Title:	Executive Vice President – Treasury and Capital Markets
	ALICO HOLDINGS LLC
	By:	/s/ Xxxxx X. Xxxxxxxxx
		Name:	Xxxxx X. Xxxxxxxxx
		Title:	Manager

[Signature Page to Equity Units Pricing Agreement]

Accepted as of the date hereof
on behalf of each of the Underwriters:

XXXXXXX, XXXXX & CO.
By:		/s/ Xxxxxxx, Sachs & Co.
		(Xxxxxxx, Xxxxx & Co.)

[Signature Page to Equity Units Pricing Agreement]

CITIGROUP GLOBAL MARKETS INC.

	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Citigroup Global Markets Inc. Vice President

[Signature Page to Equity Units Pricing Agreement]

SCHEDULE I
TO PRICING AGREEMENT

		Total Number of
		Securities to be
		Purchased from ALICO
Underwriters		Holdings LLC
Xxxxxxx, Sachs & Co.			10,700,000
Citigroup Global Markets Inc.			8,000,000
Credit Suisse Securities (USA) LLC			3,800,000
Barclays Capital Inc.			2,500,000
Deutsche Bank Securities Inc.			2,500,000
X.X. Xxxxxx Securities LLC			2,500,000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated			2,500,000
Xxxxxx Xxxxxxx & Co. Incorporated.			2,500,000
UBS Securities LLC			2,500,000
Xxxxx Fargo Securities, LLC			2,500,000
Total			40,000,000

I-SI-1

SCHEDULE II
TO PRICING AGREEMENT

Underwriting Agreement, dated March 2, 2011

Registration Statement No. 333-170876

INITIAL PRICE TO THE PUBLIC: $82.88

PURCHASE PRICE BY UNDERWRITERS: $82.4656

NUMBER OF SECURITIES TO BE PURCHASED

FROM ALICO HOLDINGS LLC: 40,000,000

PARTIES TO LOCK-UP AGREEMENTS:

C. Xxxxxx Xxxxxxxxx
Xxxxx X. Xxxx
Xxxxxxxx Xxxxxx
Xxxxxx X. Xxxxxxxxx
Xxxxxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
Xxxxxx Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxxx-Xxxxxx
Xxxxxx X. Xxxxx
R. Xxxxx Xxxxxxx
Xxxx X. Xxxxx
Xxxxxx X. Xxxxx, Xx.
Xxxxx X. Xxxxx
Xxxxxxxxx X. Xxxxxx
Xxxx X. Xxxxx
Xxxxx Xxxxxxx, M.D.
Xxxxxx X. Xxxxxxxxxx
Xxxx X. Xxxx

CLOSING DATE: March 8, 2011

TIME OF CLOSING DATE: 10 A.M.

LOCATION OF CLOSING DATE: the offices of Xxxxx & XxXxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000

REPRESENTATIVES:		Xxxxxxx, Sachs & Co.
		Citigroup Global Markets Inc.

I-SII-B-1

ADDRESSES FOR NOTICES, ETC.:

IF TO THE REPRESENTATIVES:

Xxxxxxx, Xxxxx & Co.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Registration Department (Facsimile: 212-902-9316)

Citigroup Global Markets Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel (Facsimile: 212-816-7912)

IF TO THE COMPANY:

MetLife, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel

IF TO AIG OR THE SELLING STOCKHOLDER:

American International Group, Inc.
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel

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